Business Proficiency Template

BUSINESS PROFICIENCY TEMPLATE

Parties

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to engage Provider to perform certain business proficiency services consisting of process assessment, training, and operational recommendations as described in Scope of Work below; and

WHEREAS, Provider represents that it has the skill, expertise, and personnel necessary to perform the services in a competent and timely manner and will perform in accordance with the standards set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Deliverable 1:   Due Date:

Deliverable 2:   Due Date:

Deliverable 3:   Due Date:

Payment Terms

Total Fee:    Currency:

Late Payment Fee: Interest shall accrue on any overdue amount at the lesser of 1.5% per month or the maximum permitted by law. Late fee:

Term and Termination

Term Commencement Date:    Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. For material breach, the non-breaching party may terminate if the breach remains uncured for days after written notice specifying the breach.

Confidentiality

Each party shall treat as confidential all information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or valid order of a court or governmental authority, provided that the receiving party provides prompt written notice to allow the disclosing party to seek protective measures.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing intellectual property and tools. Any custom work-for-hire deliverables shall be assigned to Client upon full payment; parties shall execute instruments reasonably necessary to effect such assignment.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration administered in accordance with the parties' agreed arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations; Independent Contractor

Each party represents that it has the authority to enter into this Agreement. Provider is an independent contractor and not an employee, agent, or joint venturer of Client. Provider is responsible for all taxes and benefits arising from its performance hereunder.

Notices

Notices to Client:

Notices to Provider:

Additional Provisions

The parties acknowledge that they have read and understand this Agreement and agree that signatures provided below constitute acceptance of all terms and conditions herein.

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